The Computer Department – Premium Service Offering

The Computer Department has experienced solid
growth over the past number of years and through our attempts to remain at the
forefront of supporting our ever growing list of customers, we are partnering
with CustomTec to provide escalated support service. TCD have known the
CustomTec people for over 5 years and we have worked closely together on
many projects. We have the utmost
respect for the skills and services that are provided by CustomTec and we have
decided to leverage this familiarity and offer our customers a greater level of
service.

Invoicing for these services will be provided
directly to your business by CustomTec and for this reason The Computer
Department request you to accept the terms and conditions of
the CustomTec Terms of Engagement.

Introduction to CustomTec

CustomTec is an experienced supplier of
technical Consultants and Engineers.
CustomTec supplies a vast array of professional and technical services
to meet customers’ requirements across Australia, New Zealand and into Asia,
specifically Singapore and Malaysia. CustomTec’s range of services include help desks, colocation,
cloud solutions, wide area network solutions, managed services for networks,
servers and user end points, and system integration.

This document represents the terms and
conditions of the relationship between CustomTec and the Company, byaccepting the terms and
conditions of the CustomTec Terms of Engagement.

CustomTec wishes to thank The Computer Department for
selecting us as their preferred Information Technology business partner and we
look forward to delivering exemplary service to all TCD customers.

Terms and Conditions

1. Recital

CustomTec have agreed to provide
services to the Company subject to the following terms and conditions.

This Agreement is meant to be on-going, however it
terminates automatically after six months of inactivity.

2. Interpretation

In
this document, unless the contrary intention appears:

the singular includes the plural and vice versa;

all monetary amounts are in Australian dollars;

a reference to a person includes a firm, unincorporated association,
corporation and a government or statutory body or authority and that person’s
legal personal representatives, successors and assigns;

a reference to time is to local time in Sydney, NSW, Australia;

a reference to “includes” means “includes, without limitation,” and
a reference to “including” means “including, but not limited to,”; and

a reference to any thing or amount is a reference to the whole and
each part of it.

Headings are for convenience only and do not affect the
interpretation of this document.

3. The Service

CustomTec
will provide the Services to the Company in a professional manner using
suitably qualified personnel.

Services can be in the form of technical documentation review or
creation, writing of technical correspondence, performing services or observing
others perform services.

CustomTec will perform duties as directed, at the Company’s request.

Any oral agreement of Services outside of these Terms and Conditions
are to be confirmed in writing within 7 days of agreement. CustomTec is not
required to commence to provide any Service until it has been confirmed in
writing and agreed in writing.

CustomTec will use its best commercial endeavours to meet all
milestones and timeframes set out in the Services Schedule.

For customers without a Managed Services contract, whenever possible
CustomTec will provide onsite Services within 24 hours of notification.

As part of the Service, CustomTec may be asked to provide
recommendations or advice to the Company. It is recognised by the Company that
any such information provided is done so in good faith and the Company may
elect to act on any such advice at the Company’s own risk.

4. Supply of Goods

Where
the Company orders goods from CustomTec then the Company is bound by the
following conditions:

The
placing of an order with CustomTec is deemed to be an acceptance of these
terms and conditions by the Customer.
No other variation of these terms and conditions will be binding
unless expressly accepted by CustomTec in writing.

Prices/Exchange Fluctuations: All prices are subject to adjustment in the event of any adverse exchange rate fluctuations. In the event that any item is to be imported and there is an adverse exchange rate fluctuation (in excess of 3%) in respect of the applicable currency then CustomTec will be entitled to adjust the price(s) to fully compensate for the fluctuation and the customer shall pay the adjusted price.

All
prices quoted are valid for seven (7) days from the date of quotation or
longer if specifically stated in an individual quotation or proposal.

Equipment
is available for pick up at CustomTec’ premises. Prices quoted do not include delivery
unless expressly stated in the agreement.

Unless
the Company hold a valid Sales Tax registration number or exemption
certificate signed by an authorised representative of the Company, or
items are otherwise exempt, then sales tax will be payable by the
Company. The Company will reimburse
CustomTec for the Sales Tax applicable for the sale unless it is
specifically stated in the quotation that sales tax is included in the
prices quoted.

Ownership
of the equipment shall not pass to the Company until payment is made in
full, including all applicable duties, taxes, delivery charges and
adjustments.

Cancellation
of orders will incur a 15% restocking fee. Once Equipment has been
delivered to the Company then no cancellation will be accepted.

All items are supplied with the original manufacturer’s
warranty. CustomTec will not be
responsible for any additional warranty and will not be liable for
complying with the terms of such manufacturer’s warranties.

5.
Fees and Payment

CustomTec business hours are
7am to 7pm Monday to Friday. Statutory NSW Public Holidays Excluded.

As per Agreed Schedule of
Rates.

No public holiday engagement
will be provided without pre-booking.

Outside of business hours
engagement is set at 50% surcharge to the base rate.

Unless otherwise stated, the
fees are expressed EXCLUSIVE of GST.

The Company must pay all
amounts payable for the Service with 14 days of invoice. If any amount owing under this document to
CustomTec is not made within thirty (30) days of the due date, then without
prejudice to any other legal or equitable remedy it may have, CustomTec may
without further notice suspend the provision of all Services until such time as
payment is made.

6. Intellectual Property Rights

All intellectual property
rights in the Service and the Licensed Materials at all times remain with
CustomTec and its licensors. All
intellectual property rights in all documentation, software or other works
created by CustomTec in connection with this document will vest upon creation
to CustomTec.

7. Confidentiality

The parties acknowledge and
agree that they may become aware of or exposed to confidential or commercially
sensitive information of the other party in connection with the performance of
this document (“Confidential Information”).

A party must not use, disclose,
distribute or circulate the Confidential Information of the other party without
the prior written consent of the other party, except to the extent permitted by
this document or required by law. If the Confidential Information is lawfully
within the public domain then, to the extent that the Confidential Information
is public, the obligations under clause 7.1 will cease. In the event of any
uncertainty as to whether any information is Confidential Information, such
information will be deemed to be Confidential Information and not within the
public domain, unless both parties agree in writing to the contrary.

8. Service Warranties and Exceptions

CustomTec warrants that:(a)
the Service will be provided in a professional manner by suitably qualified
personnel and in material compliance with the specifications for the relevant
Service as set out in the Services Schedule;(b)
it will comply with all relevant laws in the provision of the Service; and(c)
it has all licenses, approvals and permits which are necessary for the
provision of the Service.

Except as expressly provided in
this document or in the Competition and Consumer Act 2010 (the “Act”), no other
warranty, condition, undertaking or term, express or implied, statutory or
otherwise, as to the condition, quality, performance, merchantability or
fitness for purpose of any goods or services provided under this document is
given or assumed by CustomTec and all such conditions, warranties and
liabilities (including liability as to negligence) express or implied relating
to such goods and services are hereby excluded.

Notwithstanding clauses 8.2 and
8.1, if this document constitutes a supply of goods or services to a consumer,
as defined in the Act nothing in this document will be construed as excluding,
restricting or modifying any express or implied condition, warranty, right or
remedy conferred by the Act on the Company; and the liability of CustomTec in
respect of a breach of a condition or warranty implied by the Act including
liability for any consequential loss which the Company or any other entity or
person may sustain or incur will be limited at CustomTec’s option to:(i) supplying of the services
again; or(ii) payment of the cost of having the services
supplied again.

9. Limitation of Liability

To the maximum extent permitted by law but subject to
clause 8:

CustomTec will not be liable to
the Company or to any third person for loss of revenue or profit, lost or damaged
data, or other commercial or economic loss or for any indirect, incidental,
special or consequential damages whatsoever arising from or related to the
performance or breach of this document, even if CustomTec has been advised of
the possibility of such damages; and,

The maximum aggregate liability
of CustomTec in any connection with this document whether in tort (including
negligence), contract, or otherwise shall not exceed the amount of fees payable
by the Company under this document in the 3-month period immediately prior to
the cause of action arising.

10. Termination

In addition to any other right
of termination it may have under this document and without prejudice to any
other remedies it may have at law, a party may terminate this document immediately
by written notice to the other if:a)the other party breaches its
obligations of confidence pursuant to clause 7 of this document;b)the other party commits any
material breach of any other provision of this document and fails to remedy
such breach within 30 days of receipt of a notice from the other party to do
so.

Either Party may also terminate
this document at any time on not less than 1 month’s written notice

Neither termination of this
document nor any payment made in accordance with clause 9 affects any accrued
rights or remedies of either party.

Upon the termination or
expiration of this document:a) The Company must immediately
pay to CustomTec all unpaid amounts due as at the date of termination;b) CustomTec will invoice the
Company for all amounts accrued and not yet billed and the Company must pay
such amount within 14 days of receipt of such invoice;

Termination of this agreement
does not include termination of any other agreements that the Company may have
with CustomTec.

11. Force Majeure

CustomTec will be relieved of
its obligations under this document (with the exception of any obligation to
pay any amount due under this document) in the event and to the extent that
performance is delayed or prevented by Force Majeure. CustomTec must give the Company immediate
notice of the Force Majeure and must take all reasonable measures to remedy the
situation and to resume performance of this document as soon as reasonably
practicable. If a delay due to Force
Majeure exceeds thirty (30) days, either party may terminate this document
immediately on providing notice to the other.

12. Miscellaneous

Any obligations of a party
which are capable of enduring will survive the expiration or termination of
this document.

A single or partial exercise or
waiver of a right relating to this document will not prevent any other exercise
of that right or the exercise of any other right. A party will not be liable
for any loss, cost or expense of any other party caused or contributed to by
the waiver, exercise, attempted exercise, failure to exercise or delay in the
exercise of a right.

Each provision of this document
is severable from the others and no severance of a provision will affect any
other provision

The Company must not assign,
novate or otherwise dispose of any of its rights or obligations under this
document without the prior written consent of CustomTec.

At the time of signing, this
document is considered to be the entire agreement between the parties in
relation to its subject matter and terminates and supersedes all prior
understandings, arrangements or agreements as to that subject matter.

This document is governed by
the laws of New South Wales and each party agrees that any proceedings arising
out of this document must be commenced in New South Wales.

Agreed Schedule of Rates – All quoted Ex GST

The table below is the Schedule of Rates for CustomTec
supplied Services. Where any future contract with the Company includes
differing support rates, then the Schedule of Rates below will be waived
according to the future contract inclusion.